Doctor Whooves Episode 3: Aliens Among Us
by The 1597 Faceless Writer
Summary: The TARDIS takes the Doctor and Twilight to the planet of Eugora in the year 1899. Here they come across a group of pony soldiers, explorers, and scientists. However, the forests of Eugora hide dark secrets and the Doctor, Twilight, and others find themselves facing off against two deadly enemies, and the Doctor knows one of them.
1. Prologue

Author's Note: I now present the third episode in the tale of Doctor Whooves. Enjoy.

Doctor Whooves: Episode 3

Aliens Among Us

Prologue

_**Laboratory Building, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

A storm was brewing heavily outside and most of the ponies at Fort Rice had sought refuge within the warm and dry buildings. A scientist pony by the name of Florence Pipe examined a tray of animal skeletons in the laboratory. She was a young scientist, only being in her early 20's, with a light red coat, yellow hair, orange eyes, and a cutie mark which consisted of a textbook and two swords crossing behind said textbook. Another scientist, who was a pegasus pony, was packing up his supplies in the corner.

"I guess I'll see you in the morning then," said the pegasus scientist.

"You're already heading off to bed?" asked Florence.

"Yeah. I'm beat and this weather isn't giving me a good enough vibe to continue my research."

"Are you sure it's the weather or are you just anxious to get back to Ms. Fox?"

"Her name's Roxanne and you're one to talk about relationships. You haven't even had one!"

"Whatever. I don't need any type of romantic relationships at the moment."

"Fine. Whatever floats your boat. I'm hitting the sack."

"Okay."

The two scientists gave goodnight chuckles to each other and the pegasus left the room. Florence walked over to a desk by the window to pick up more supplies when she noticed something outside. It looked like a statue but she couldn't tell due to the heavy downpour. There was a flash of lightning and Florence rubbed her eyes. She turned back to the window to see that the thing she had seen was gone. She shrugged her shoulders and returned to her research. Suddenly, a panicked scream echoed from the hallway. It was the pegasus scientist.

"Davis?!" called a frightened Florence. She ran out into the hallway to see that Davis had collapsed a few yards away. "Oh my Celestia! Davis! Are you okay?!"

She ran towards the collapsed pegasus and helped him up. He seemed fine but his eyes were a bit cloudy.

"Huh? Oh...Florence. Don't worry. I just slipped and fell. Sorry if I gave you a fright," he groaned.

"Do you have any bumps or scrapes?"

"Not that I know of."

"Okay good. Don't give me a scare like that! You screamed like something attacked you!"

"Did it really sound like that? I apologize."

"Maybe that fall was serious. You're acting oddly kind to me."

"What? Do you want me to act like a complete bastard then?"

"No. I prefer nice friends, thank you very much."

"Okay good. Well I'm heading off to bed."

"Good. Get some rest. I'll see you in the morning."

"Just don't stay up too late or Colonel James is going to chew your ass out."

Florence laughed and walked back into the laboratory. Davis continued walking as a horrific grin formed on his face.

"This body is nice," he said to himself in a wheezily voice. "So many happy memories and a somewhat high intelligence. Yes. I say Mr. Davis is going to prove himself to be quite useful in the big picture."

Davis walked out of the building and began walking under a breezeway that connected the laboratories to the scientist quarters. He turned towards the forest and, for a split second, saw a statue glaring at him from the trees. Davis smiled again, turned away from the forest, and walked on into the other building.


	2. Perfect Timing

Chapter 1: Perfect Timing

_**Don Pass, Outskirts of Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

"So what's the probability of us arriving back in my own time right now?" Twilight asked as the TARDIS gave a final lurch to the left.

"About one in a trillion," replied the Doctor with a smile.

"Well at least it's nice to see that the odds are in my favor."

The Doctor chuckled as he disappeared behind the control console. A series of clangs and metallic rings rang out from the console until the Doctor reappeared.

"She's healing but it's going to be a little while until everything begins working the way it should," he said.

"So the ship is...mending itself?" Twilight asked.

"Yes and no. It can mend itself but it sometimes needs a little outside help from yours truly."

"How can it mend itself? It would have to be alive in order to do that."

"But it is alive. The TARDIS has a soul too."

"How can a time machine have a soul?"

"Because it's not just a time machine. It's a TARDIS. Ships created and used by the Time Lords."

"The who?"

"Time Lords. That's who built the TARDIS and all of her sisters. That's also the name of my species."

"Wait. I thought you said before you became a pony you were a...what was that species again? Oh, I remember! A human being! I thought you said you were one of those."

"No. I said that I resembled a human being. All Time Lords, for the most part, resemble human beings, though we can come in many different shapes and sizes."

"So there are more time travelers like you and more ships like the TARDIS?"

"There were."

"There _were_? What happened to the rest?"

"That...is a story for another day."

"Come on! Don't leave me hanging right there!"

"But cliffhangers are what make a series of stories so exciting! They make you lust for more! Now I do believe we have another surprise destination to explore."

"Please promise me that I won't get kidnapped by clones this time!"

"I promise. I will keep an eye on you at all times. That is until something distracts me in which case you will be completely on your own."

"My hero."

"After you, Ms. Sparkle."

The Doctor smiled childishly and bowed. Twilight chuckled, bowed, and walked through the doors.

They stepped out of the TARDIS to find themselves situated on the side of a gravel road in the middle of a dense forest. It was somewhere in the early afternoon but nearly all the sunlight was blocked by a sea of leaves and limbs above them.

"I wonder where we've landed now," said Twilight. Just then, the sound of a loud horn rang through their ears and they turned to see something resembling a jeep driving down the road. It came to a stop next to the TARDIS and it was driven by an orange unicorn with short white hair. He was dressed in a green uniform and looked to be about Twilight's age.

"What are you two doing out here?" he asked. "Civilians are not allowed in the forest without military supervision.

"I do apologize," said the Doctor as he presented his psychic paper. "I'm Doctor Smith and this is my lovely partner, Judith Springs. We're here under the orders of...Queen Celestia."

"You're a doctor? Perfect timing! We could really use one up at the fort. I assume that's where you were headed because that's where the Queen sends most soldiers, scientists, and etc."

"Indeed we are!"

"Well hop on in then! Name's Vincent."

"Pleasure to meet you, Vincent."

The Doctor hopped up into the passenger seat while Twilight found a seat in the back. The Doctor smiled at her sudden interest in the futuristic vehicle. Vincent started the jeep up again and they were off.

"So Vincent," said the Doctor. "I seem to have lost my calender and the date has slipped my mind. Could you give it to me in full?"

"Ah. You're not the first one to do that, Doctor," said Vincent. "Date's Friday, October 16, 1899 C.E."

"Thank you. I don't know why I forgot the darn date. Must be the forest."

"Yeah. The forest can do some pretty weird stuff to the mind. There have been many ponies who have lost their minds and even gone missing in those trees."

"1899. Still a long way to go," Twilight whispered to the Doctor. The Doctor patted Twilight on her hoof and she leaned back. "So Vincent. You said that we came at a perfect time. Is there something wrong up at the fort?"

"Yes. Some of the soldiers and scientists there have fallen gravely ill."

"Have you been able to identify the illness?" asked the Doctor.

"That's the strange part, Doctor. Their bodily organs are all running perfectly...and yet they're sick. How is that possible?"

"I don't know. But I promise you that I'm going to find out."

_**Outside the Laboratory Building, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

Florence had decided to take her lunch hour late that day. She sat at a table and munched on a salad that she had prepared that morning. Her co-worker, a fellow earth pony named Cornflower, came up and sat next to her.

"Long day, huh?" asked Cornflower.

"I guess. I don't really mind the work. Science is my bread and butter," Florence replied.

"Everypony's shown up for work today...except Davis."

"Maybe he got sick like the others."

"Or maybe he's having some fun with Roxanne Fox."

"If he is then I'm going to give them both a good smack."

"I do hope that message got through to the Queen about the sudden outbreak."

"Colonel James sent it out a couple days ago. Remember, Cornflower, it's at least a week's trip between Gaia and Eugora. That means we have at least another five days before a doctor arrives to help us out."

The front gate leading into the fort opened and in rolled Vincent on his jeep. Florence noticed that he had two passengers with him. The chestnut stallion caught her eye.

"I wonder who Vincent has brought," said Cornflower.

"Maybe they're from town," Florence guessed. "They have to be. Isn't that where Vincent came from?"

"Or maybe he picked them up from the side of the road."

Florence placed her salad down, got up, and walked towards the jeep.

The Doctor jumped down from the jeep as Vincent helped Twilight out.

"Thanks but I didn't need any help getting out of your...uh...vehicle," said Twilight.

"Just trying to be courteous," said Vincent. "Oh hey, Florence!"

Florence was startled at first but she soon regained her composure and approached the visitors.

"So, Vincent. I see you've brought some guests with you," she said.

"Doctor Smith," said the Doctor.

"Judith Springs," said Twilight with a grimace.

"Florence Pipe. I'm one of the top scientists here at Fort Rice," replied Florence. "So you're a doctor, eh Smith?"

"Yes. I can heal practically any injury or illness brought to me," said the Doctor proudly. Twilight rolled her eyes just before Florence turned towards her.

"And you?"

"I'm just his assistant. Wherever he goes, I go," replied Twilight. Florence walked up to Twilight and examined her carefully.

"You look familiar. Have we met before?"

"I don't believe so."

"There's just something about you that makes me think that I've seen you somewhere before."

"How about we save the smalltalk for later? So...where are the patients?" asked the Doctor.

"Right this way," said Vincent. Vincent beckoned the Doctor towards a building with a large red cross on it. The Doctor headed towards the building and he was followed by Twilight, Florence, and Vincent.

_**Infirmary, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The inside of the infirmary was calm and quiet. The air was also somewhat warm.

"It's kind of warm in here," said Twilight.

"Winter's going to be here soon," said Vincent. "Even autumn can bring some harsh weather. We had a heavy downpour last night. We don't want our patients to freeze to death."

"Understandable," stated the Doctor. They walked down a long white hallway until they came to a large room full of sick ponies in hospital beds. Most were asleep but the ones who were awake were moaning and complaining. "How many are in here?"

"About...31."

"So, _Doctor_, shouldn't you be getting to work?" asked a suspicious Florence.

"Of course. That's why I'm here," lied the Doctor. He walked over to a nearby victim and examined the body. He then pulled out his Sonic Screwdriver, making sure to hide it from Florence and Vincent's view, and scanned the body with it. He examined the results and put the Sonic Screwdriver away. "This...is beyond anything I've seen before. No bodily harm, no dying tissues, all organs are working normally, and yet they're all sick."

"Amazing isn't it?" asked a deep voice. Everypony turned to the door to be confronted by a large gray pegasus.

"Davis! You scared the hay out of me!" said Florence.

"I apologize. So you're the Doctor that the Queen sent?"

"The very same," replied the Doctor. Davis walked towards the Doctor and stared him in the eye.

"Yeah...you look like somepony who would be working for the Queen."

"Thank you?"

"Your welcome. What do you think of our little situation?"

"What do I think? I think it's...incredibly fascinating. No bodily harm, no infections, and yet...there's an illness. How can they be sick if there's no bodily harm?"

"Well...it's your job to find that out, isn't it?"

"Why yes it is!"

"Is it just me or is there something different about Davis?" Vincent whispered to Florence.

"Yeah. He seems a bit...darker than usual," Florence whispered back. The Doctor looked into Davis's cloudy eyes and smiled.

"Is there something else you want to share with me?" he asked.

"Nope. Nothing at all," replied Davis. He then turned around and walked out of the room.

"Well he's certainly an odd character," said Twilight.

"I think it's the stress. He's been working a lot recently," said Florence.

"On what? His job or kissing up to Roxanne?" teased Vincent. The two colleagues laughed while the Doctor and Twilight stared at each other awkwardly. "Anyway, I might as well go and show you two to your quarters."

"That would be nice," said the Doctor. Vincent nodded and proceeded to lead the Doctor, Twilight, and Florence out of the room.


	3. The Experiment

Chapter 2: The Experiment

_**Guest Quarters, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The end of the work day came quicker than expected and the sky now burnt with a lovely orange glow. The Doctor had spent the entire afternoon examining the ponies in the infirmary with Twilight by his side. Florence had also kept a close eye on him all day. She was untrusting of him. He could see it in the way she acted around him. But, personally, he thought that she should have been more suspicious of the pegasus, Davis. Like Twilight had said, he certainly was an odd character. Skulking about the fort, talking in a somewhat sadistic tone, and preferring to stay hidden in the darkest parts of the room he was in. He was certainly was one of the creepiest ponies the Doctor had met since his arrival in Equestria, even creepier than Thalia.

The Doctor was laying down in his bed when Twilight entered the room. Her mane was glimmering in the evening sunlight coming through the window and her coat looked nice and polished.

"Finally got around to taking a bath," she said. "It certainly felt nice." The Doctor remained silent and continued to look up at the ceiling. "Are you okay?"

"Don't worry," he replied. "I'm perfectly fine. It's just those ponies in the infirmary. Their strange illness just keeps eating at the back of my mind."

"Yeah. It's been kind of bugging me too. So, have you found out where we are in the world?"

"From what I've heard around the fort, we're not on your planet at all. We're on a planet called Eugora. You know, the physics of your world continue to amaze me by the second. I mean some planets, like the one we're on now, operate the same way the planets in my universe work. A series of planets orbiting a sun. However, in your universe there exist planets, such as your own, in which the sun orbits the planet along with the moon. It just amazes me!"

"Well the sun doesn't orbit the planet on its own. Celestia causes it to do that."

"Yes. I remember being explained the physics of your planet by Sarah during our time in 2002. She told me that your country, Equestria, is basically the _head country_ of your planet and that your rulers, Celestia and Luna, have some form of control over the governments in all of the other nations."

"And that's true. It's been like that since they overthrew Discord."

"Who was this Discord?"

"He was a Draconequus who ruled over our world prior to Celestia and Luna's reign. He ruled the world with absolute chaos. It's a long story."

"Well I do believe we have enough time. You can tell me the rest."

"You know what? I'll make a deal with you, Doctor. You finish _your_ story about the Time Lords and I'll finish _my _story about Discord. Do we have a deal?"

"I'll have to think about it. All the examining I've done today has given me quite an appetite."

"Now that you mention it, I could also use something to eat."

"Vincent explained to me earlier that everypony eats dinner in the dining hall at around 7:30."

"It's seven o'clock now."

"Then we have a good half hour left."

"That's enough time to finish our stories."

"Okay, Sparkle. I guess you-"

The Doctor stopped. His eyes were now focused on the window. He slowly stood up from his bed and approached the window.

"Doctor?" asked Twilight as she looked outside the window. The window gave them a perfect view of the main plot of open land in the fort. "Do you see something?"

"Do you see that statue out there?" he asked. Twilight looked out the window and could just barely make out the outline of a statue sitting near the edge of the front gate. Twilight tried to see what type of a statue it was but it was too far away.

"I kind of see it. Why does it matter?"

"I can't be certain but that statue looks almost...humanoid."

"Humanoid?"

"Yes. The reason that matters is because I specifically remember you telling me after we first met that there were no humans in your world."

"Yes. I remember saying that."

"To say something's humanoid means to say that it resembles that of a human. Tell me, Twilight. If there are no such things as humans in your world, then how can there be a statue in your world that's _humanoid_?"

Twilight focused on the statue again and racked her brain.

"I'm sorry, Doctor, but I can't make out the statue completely from here. I'd have to take a closer look."

"Why don't we go and do that right now?"

The Doctor turned away from the window and quickly left the room. Twilight was quick to follow suit.

_**The Dining Hall, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

"I thought you were hungry," said Twilight as she took a bite out of an apple. The dining hall was packed and the Doctor and Twilight were lucky enough to find a table that was able to seat them and only them. The Doctor was taking small bites out of a salad but had an expression of sickness on his face. "Please tell me that _you're_ not getting sick now!"

"What? Oh. Don't worry. I'm fine," he replied as he took another small bite of salad.

"Are you still thinking about those patients?"

"No. I'm thinking of that statue we saw earlier. It just disappeared when we went outside to look for it."

"Maybe somepony moved it."

"We practically raced out of that building. I find it hard to believe that, within that short period of time, somepony walked outside, grabbed that statue, and dragged it inside before we arrived outside ourselves."

"Then maybe there never was a statue. Maybe our eyes were playing tricks on us."

"My eyes next to never play tricks on me. There's one conclusion I can draw from this...but I really hope that it's wrong."

"What is it?"

The Doctor was about to respond when a large male alicorn walked up to the table. He had a black coat, a red mane, a pair of sharp green eyes, a cutie mark that resembled that of a curved sword, and a green soldier's uniform.

"Doctor Smith, I presume?" said the alicorn.

"Yes. Who, may I ask, are you?" asked the Doctor.

"Colonel James. The head of Fort Rice."

"Ah! It's a pleasure to finally meet you, Colonel."

The two ponies shook hands and chuckled professionally.

"Do you mind if I join you and your...assistant?"

"Not at all. Judith doesn't mind."

"He's right," said Twilight. "I don't."

"Great!" said the Colonel. He then proceeded to pull up a chair and sit down.

"Aren't you going to eat anything?" asked the Doctor.

"I already ate. The reason I'm here is because I want you to oversee an experiment that we're going to perform tonight after dinner."

"Oh?"

"There's not going to be a huge crowd. Only a select few individuals working here at the fort, including myself."

"So what is this experiment?"

"We're going to attempt to find a cure for the illness that has spread throughout this fort."

"You seemed determined to find a cure."

"Aren't you?"

"Of course. But, at the moment, I'm mostly curious as to finding out the source of the illness. Do you know the details?"

"Yes. I know them well."

"Then you have to understand my curiosity in the matter."

"Yes. I understand it completely."

"Can I bring Judith along with me?"

"She's not a big mouth, is she?"

"No," said Twilight. "I'm not."

"You can trust her, Colonel. I would trust Ms. Springs with my life," said the Doctor. Twilight blushed a bit and hid her face slightly.

"Okay," said the Colonel. "She can come too."

"So, Colonel. What exactly is the history of this fort?"

"Huh?"

"This history. I like to learn about history as much as possible. It's sort of a...secondary hobby of mine."

"I guess they don't teach much about this fort back on Gaia."

"We never hear much about it."

"Okay then. This fort was founded in 1823 by my grandfather, Colonel James Rice I. He was 30 years old at the time. It was the first official settlement on this planet and soon several towns and forts began cropping up across the planet. He was the head of the fort until he passed the job on to my father in 1852. My grandfather died in 1881 and my dad passed the job on to me about 20 years ago."

"So running this fort is sort of the family business."

"Exactly. I see this fort being led proudly by my descendants for decades, if not centuries, to come."

"Well it's always best to have optimistic expectations."

"That's true."

As the Doctor and the Colonel continued their talk about history, Twilight turned around and noticed something. There he was. The pegasus named Davis. He was sitting across the room at an empty table and...he was looking at her. Twilight wanted to look away but she couldn't. His dark gaze seemed to hold her in a telepathic trance. His eyes eventually turned towards the plate of food on his plate and he proceeded to eat said food. Twilight turned away and looked back at the Doctor. He looked happy but she could tell that he was still thinking of those patients. Well, those patients and that statue.

_**Laboratory Building, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The air was tense as the selected spectators filed into the room. Those in charge of the experiment were Colonel James and Logan Reed, the head scientist at Fort Rice who was an earth pony. Those chosen to watch the experiment were the Doctor, Twilight, Florence, Vincent, Davis, and Everglade, the Colonel's second in command. There were also three extra spectators. Cornflower was brought there by Florence, Roxanne Fox was brought there by Davis, and Nimble Claws, a griffon, was brought there by Vincent. There was also a patient in the room. She was a unicorn pony named Jean who was the first pony at the facility to fall under the influence of the illness. She was laying down on a hospital bed that was situated underneath a cloaked device.

"Vincent," said the Colonel. "Close and lock the door."

Vincent nodded and did what he was told. The Doctor and Twilight eyed the cloaked device with great curiosity.

"Do you believe that they've found a cure?" asked Twilight.

"I hope so...but I can't lie about the fact that this whole experiment is giving me a funny feeling," replied the Doctor. The Colonel and Dr. Reed walked to the front of the room and stood next to the cloaked device.

"I am very glad to see all of you here!" said an excited Dr. Reed. "Tonight we shall finally rid our beloved fort of this terrible ailment. Are you ready, Jean?"

"Ready," Jean replied. The Colonel removed the cover from the device to reveal a large circular device that resembled a human MRI machine. The device had a circular reflective plate at the bottom that hung over Jean. The Doctor was getting extremely curious now. Twilight looked over towards Davis and saw that the dark pegasus was looking somewhat frightened. She shook her head and turned away. Florence eyed the machine with awe but also glanced at the Doctor and Twilight for a second. She had seen them somewhere before. She knew that she had. She then drew her attention back to Dr. Reed.

"We have decided to call the device...the Cure. I know it's pretty generic but it's fitting since the ailment itself has no official name either."

"Dr. Reed, are you sure it's safe to test this on a pony yet?" asked Roxanne.

"I certainly believe so. The other scientists and I have spent a lot of time developing and analyzing the Cure. Jean is aware of the possible risks and has agreed to help us out with this experiment willingly."

"Believe me, Roxanne," said Everglade. "I was with the Colonel and Dr. Reed during the whole process. The Cure should work without fail."

"Thank you, Everglade," said the Colonel.

"Okay. Let's begin!" said Dr. Reed. He then proceeded to flip the switch on the machine. Jean closed her eyes and relaxed. Twilight turned over towards Davis to see that he was now extremely jittery.

"Are you alright, Davis?" Florence asked as she turned towards her friend.

"Don't worry...I'm fine," he stuttered. Florence shook her head and turned back towards the Cure. The device was shaking slightly now and several lights were flashing around it. The silver plate on the bottom of the device began to vibrate and emit a sonic sound. Jean's body began to vibrate and she slowly levitated a foot off of the bed. The spectators gave gasps of amazement as the Cure did its work.

"Amazing. I can feel the sonic waves from here!" said an amused Doctor. Twilight shook a bit as each sonic wave hit her body. She turned back towards Davis to see that he was shaking violently now.

"Davis?" asked Florence. "Davis? Davis?! Dr. Reed! I think something's wrong!"

Everypony turned towards the pegasus as he began to vibrate rapidly and uncontrollably. The Colonel ran towards Davis and grabbed a hold of him.

"Davis?! Davis?! Answer me!" snapped the Colonel.

"Oh my Celestia! He's having a seizure!" cried Roxanne. Davis looked at the Cure, which was still emitting its sonic waves, and then looked back at the Colonel. His eyes were bright red and cuts were forming around his neck.

"Damn that machine!" he said in a wheezily voice that in no way resembled his normal voice. "Damn you all! They are coming! They are coming and you can't stop them!"

"What the hay are you blabbering about?!" asked the Colonel. The Doctor grabbed Twilight and pulled her back.

"Doctor! What's happening to him?!" asked a frightened Twilight.

"Stay away from him!" ordered the Doctor. Then...Davis's head flew off of his body. A spray of blood splattered over the Colonel and the others standing around him. Cornflower and Roxanne screamed in horror as the head landed on the floor nearby. Everypony watched as a creature resembling a hybrid of a giant tarantula and a furry crab jumped out of the hole in Davis's neck. The creature laughed horribly as it jumped through the air and attacked the Cure. Dr. Reed attempted to stop the creature but it was too late. The creature had smashed his way into the system and was now ripping wires and circuits apart. The Cure instantly stopped and Jean fell back onto the bed. Dr. Reed grabbed the creature and threw it up in the air. It smashed into a light and the lights in the room went out. Everypony screamed in horror until the lights came back on.

It was gone. The creature had disappeared into thin air and Jean was now awake from her healing slumber.

"I...I think it worked!" she exclaimed. "I'm cured! I'm...OH MY CELESTIA!"

Everypony's attention was now back on the mutilated corpse of Davis. The Colonel dropped the body onto the floor and a pool of blood began forming around the body.

"Davis!" cried Florence as she fell, crying, into Vincent's arms.

"We need to get help!" said Nimble. He turned to run out the door.

"DON'T OPEN THAT DOOR!" yelled the Doctor. Everypony was now looking at the Doctor. Twilight was surprised at the Doctor's new expression. It was a mix of fear, anger, and curiosity. "Don't you dare open that door!"

"And why not, _Doctor Smith_?!" snapped Florence. The Doctor ran to the door and stepped in front of it.

"Because the creature is still in here."

"What?! You mean the creature that just killed Davis?!" asked Roxanne.

"I wouldn't say that it _just_ killed Davis. Oh no. My guess is that Mr. Davis has been dead for a while now. At least 24 hours."

"What?!"

"Tell me, did any of you notice any odd behaviors with Davis within the past 24 hours?"

"He...he did seem much more darker and...jittery than usual," replied Vincent.

"He hit his head last night during the storm. I heard him scream as if something had attacked him...though he told me that he just tripped and fell," said Florence.

"He was lying. Davis _was_ attacked by something last night. That creature. Whatever it is...it appears to have the ability to kill a pony quickly and quietly, burrow inside without leaving any marks, take over the body, and access the memories of its dead host so it has no problem in pretending to be the host."

"What are you saying, Doctor Smith?!" asked the Colonel.

"The Cure emitted a series of strong sonic waves that, apparently, forced the creature out of Davis's corpse. The creature is supposedly no longer in this room since we no longer see it. But the doors and windows were locked tight so there's no way the creature could have escaped. This means...that one of us is dead and is now being controlled by the creature."

Everypony gasped and began looking at each other.

"Are...are you saying that...any of us could be the creature?!" asked Cornflower.

"Yes. You, the Colonel, my assistant, and even I could be the creature."

"So what do we do?" asked Vincent.

"We stay in this room until we are able to weed the puppeteer out of its puppet."

Everypony slowly backed away from each other, their eyes refusing to look away from their possible enemies.


	4. Thy Friend is Thy Enemy

Chapter 3: Thy Friend is Thy Enemy

_**Laboratory Building, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The Doctor and Dr. Reed worked together to cover Davis's corpse, clean up the blood, and put it all in a nearby closet to make the room more sanitary. Everypony was now extremely anxious and tense. Any one of them could be the creature. It was a horrible feeling to not be able to trust anypony other than yourself. Once the horrific mess had been cleaned up, the Doctor wiped himself off and sat down next to Twilight.

"Doctor," she breathed. "Do you...do you think that I'm the creature?"

"As much as I believe everypony else is," he replied. "Remember, Twilight. I could be the creature too."

"I refuse to believe that. If you were the creature then that would mean that you were dead. I wouldn't be able to take it."

The Doctor looked into her eyes and knew it. If there was one thing he was positive about it was that Twilight was not the creature. He didn't know why he believed in her over the others. Maybe it was just the way her eyes looked. Then again, the creature could be using Twilight's likeability to its advantage. The Doctor turned away and stood up.

"So how are we supposed to go about weeding out this creature, _Doctor Smith_?" asked the Colonel.

"Do you really want to know that, _Colonel_?" asked the Doctor.

"Are you trying to imply something?"

"I think it's best that we each assume that everypony here is the creature."

"Then how are we supposed to get anything done when we can't trust each other?" asked Florence.

"I think the best way to try and weed out the creature is with the Cure. It's obvious that this creature can't stand strong sonic waves. Fixing this machine would be a start."

"I'll help you," said Dr. Reed.

"Why so eager to help him?" asked Everglade. "How do we know that you're not the creature trying to sabotage the Cure?"

"It's my machine! I know it better than anypony here!"

"You were the last pony to touch the creature! Maybe it went inside you!" snapped Cornflower.

"What about you, Everglade? You were the first pony to point your hoof as somepony! What if you're the creature?"

"What about the Colonel?" asked Roxanne.

"What? How dare you!" snapped the Colonel.

"You were holding Davis's corpse and had his blood all over you! The creature might have been drawn to you!"

"And what about you, Roxanne?" snapped Vincent. "You were dating Davis! Maybe the creature was drawn to you because of that!"

"ENOUGH!" yelled the Doctor. "We're not going to get anywhere by yelling at each other and pointing hooves! We need to try and make progress!"

"But you were the one who just said that we should assume that everypony's the creature!" snapped Nimble.

"Yes! But listen! The creature obviously doesn't want this machine up and running again! We can all pitch in to try and fix it. Eventually we should spot one pony in this group acting suspiciously. This pony will probably try to destroy the Cure even more or sabotage our attempts to fix it. We can then find out just who's playing host to our unwanted guest."

"I'm with Doctor Smith on this one," said Twilight.

"Pretty quick to choose sides, _Judith Springs_," said Florence. The Doctor glared at Florence and the mare fell silent.

"Alright," said the Doctor. "Let's get to work."

_**Front Gates, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The Flack Twins, Jason (an alicorn) and Jordan (an earth pony), were in the middle of their work shift, which included guarding the front gates. Jason didn't mind guarding the gates but it creeped Jordan out to face the dark forest for a good two hours straight.

"Could you make your horn a little bit brighter?" Jordan asked.

"Again?" asked a somewhat annoyed Jason. "Alright. Only for you, Jordan."

Jason's already bright horn instantly began emitting a brighter light, expanding their circle of vision by a few more feet.

"That's better," said Jordan.

"What's with you and the dark?" asked Jason.

"It just gives me the creeps."

"Good thing you got a job at a fort located in the Forest of _Shadows_. That was real smart of you."

"The other forts were filled to the brim with enough soldiers."

"Whatever. You should really start-"

Jason fell silent. Jordan turned towards his brother to see that he was staring at something. Jordan turned to where Jason was looking to see a statue, standing just on the barrier of their line of vision.

"Was there a statue there before?" asked Jordan.

"No," croaked Jason. The statue was that of something the twins had never seen before. It had wings like a pegasus but it wore a long dress, stood on its hind legs, and had its two upper appendages covering its face. "So...what type of statue is it?"

"No idea," Jordan replied. The two brothers turned towards each other for a couple seconds and then looked back. They jumped in horror. The statue had moved. It was now at least ten feet closer and had its arms stretched out. It's face resembled that of a vicious monster. Its eyes were open and they had no pupils, its open mouth was full of sharp teeth, its wings were outstretched, and its claws were mangled and sharp. "How did it just move?"

"Statues don't move!"

"Well apparently this one can!"

Jason hiccuped and his light went out for a second. The light came back on and the statue was even closer now.

"Don't do that!" Jordan snapped.

"I'm sorry," said Jason. "I get hiccups when I'm frightened!"

There was another hiccup and the light flickered again. The statue was closer. Another hiccup, the light flickered, the statue was even closer, it's face was beginning to show a horrible sadistic smile.

"Try and control those hiccups!"

"I...I can't!"

A hiccup followed, the light flickered, and the statue was only about seven feet from them now. Another hiccup, the light flickered, and now the statue was only three feet away.

"Open up!" cried Jordan as he pounded on the gate. Jason refused to take his eyes off of the statue. It's face was now formed into a horrifying smile. Another hiccup was coming. He could feel it. He tried to hold it in. But he couldn't. "Open up! This statue's going to kill us!"

The hiccup came and the light flickered. Two fellow guards raced towards the gate. By the time they reached it, there was nopony there. No sign of the twins and no sign of any statue.

_**Laboratory Building, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

Everypony was busy working on fixing the Cure. Sure everypony was still suspicious of one another but at least they had something to do to keep their minds off the fact that one of them was a living puppet. However, it was mainly the Doctor and Dr. Reed who did any major repairs for the Cure. The others mainly collected broken parts and gave them to the Doctor to mend. Twilight sat down a few feet away and groaned silently. She looked over at the spot where Davis's corpse had been. She could still remember his head popping off and that...that thing crawling out of the body. This was too much for her. She nearly lost her dinner but she held it in.

"You alright?" asked Jean as she sat down next to Twilight.

"To be honest...no," replied Twilight.

"Me neither. I just can't believe that we've lost not only Davis but another person in this room to some alien monster."

"Were you close to him?"

"Davis? Not really. We were more along the lines of co-workers. But that still doesn't make it any less horrible for him to now be dead."

"Yeah. So...you were the first pony here to get sick?"

"Yes. I can still remember it. It was around...two weeks ago. I was working in a lab across the hallway when I suddenly felt extremely woozy."

"Did you come in contact with something odd?"

"No. I wasn't even working with chemicals or examining alien plants. I was just writing down some notes."

"That's it? You were just writing down notes?"

"Yeah. It was so strange. But at least I'm better now. That machine definitely deserves to be called the Cure. I've been physically miserable for two weeks so I'm glad that I've finally been healed."

Twilight looked over Jean to see that Everglade was giving Nimble a hard time. Vincent broke them up and Everglade skulked away to the other side of the room.

"Everglade sure seems tense," said Twilight.

"It makes sense. We're really good friends. We even dated a little while before traveling to Eugora," said Jean.

"Really? Makes perfect sense now."

"Yeah."

Jean then chuckled calmly and faced Twilight. Twilight looked back at Jean and suddenly shivered.

"Is there something wrong?" asked Jean. Twilight coughed a bit and turned away from the healed unicorn.

"No...I'm...I'm fine," she replied. Jean shrugged her shoulders, patted Twilight on the back, and walked over to Everglade. Twilight stood up and walked over to where the Doctor was. The Doctor was talking to the Colonel.

"I still don't understand how this creature infiltrated the fort," said the Colonel.

"Why is it such a surprise?" asked the Doctor.

"Because we have a protective barrier around the fort. Any type of alien creature native to this planet can't get through it."

"I didn't see any barrier before," said Twilight.

"That's because it's invisible."

"Okay! That's enough!" stated Dr. Reed. Everypony stepped back from the machine. "We've been able to mend it to the best of our abilities. Now let's see who's the puppet."

Dr. Reed flipped the switch and the machine began to vibrate. The Doctor looked around to see if anypony was shaking. Nopony was. The Cure then gave three heaves of smoke and died.

"Damn it!" snapped the Colonel.

"I was so sure that it would work!" said Dr. Reed. He then proceeded to examine the machine. "Ah! That's the problem! We have a knob missing!"

Everypony began looking around the room.

"So," said the Doctor loudly. "If we find the knob then we find the puppet."

Everypony began looking at each other. Twilight stepped to the left and bumped into Florence.

"Sorry," she said.

"No problem," said Florence. "I-" Twilight felt something fall out of her hair and heard it hit the ground. The two mares looked down to see a little green knob laying on the floor. Twilight and Florence looked at each other and their eyes met. Twilight shook her head but it was to no avail. "She's the creature! She had the knob hidden in her hair!"

"But I'm not! I'm not the creature!" Twilight pleaded.

"Then why was the knob in your hair?" asked Roxanne.

"I don't know how it got there! I swear to Celestia that I'm not the creature!"

"No," breathed the Doctor. Twilight looked at the Doctor. He...he was starting to believe the others.

"Doctor! You can't think it! I'm not dead! I'm not a puppet!"

"Grab her!" yelled Everglade. Vincent and Nimble grabbed Twilight and pinned her against the wall. Everypony had their eyes on her now.

"I'm going to make you pay for killing Davis!" snapped Roxanne as she punched Twilight in the stomach. Twilight turned to the Doctor and saw him beginning to shake his head. A tear was forming in one of his eyes. This was it. If the Doctor didn't believe her then nopony would. She looked in the angry eyes of each pony there. Then she looked in the back. There was Jean, hiding away from the view of everypony else, smiling like a foal who just got a box of chocolates. Then she noticed the eyes. Jean's eyes were different from the others'. They were somewhat sunken in, darker, and cloudier. Jean had patted her on the back. That would have given her the perfect opportunity to hide the knob in Twilight's hair. She was it. Jean was the creature!

"It's her!" Twilight cried. "It's Jean! She's the creature!"

Everypony turned back to Jean who acted hurt and betrayed.

"Don't listen to her! She's telling lies! Make her stop! Make her stop!" cried Jean. She fell into Everglade's arms and both Cornflower and Roxanne punched Twilight.

"Look at her eyes! They're cloudy! They're the same as Davis's!" cried Twilight.

"Stop trying to save yourself by attempting to turn the blame on an innocent pony! Creatures like you make me sick!" ordered the Colonel.

"I'm telling the truth! Look at her eyes!"

"How dare you try to put the blame on me!" cried Jean, who was still in Everglade's arms. "You killed Davis and now you've gone and killed Twilight Sparkle! I-"

Jean choked. Everypony fell silent and turned towards Jean. The Doctor's eyes widened.

"Twilight Sparkle?" asked Nimble. "I thought her name was Judith Springs."

"It isn't," said the Doctor. "That's just an alias I came up for her. Her real name _is_ Twilight Sparkle and I'm _the_ Doctor."

"I knew that I'd seen you somewhere before!" said Florence.

"Jean," croaked Everglade. "How did you know that she was Twilight Sparkle?"

Jean sighed and smiled.

"Because I also have the ability to know somepony's name from the first second I see them," replied Jean. Before anypony could react, Jean grabbed a hold of Everglade's head and snapped his neck. Everglade groaned and fell to the ground as the life drained out of him.

"Somepony grab her!" ordered Dr. Reed. Vincent and Nimble let Twilight go and jumped at the possessed Jean. She ran to the door and smashed it open. She then grabbed the attacking pony and griffin and threw them into the wall. Before running out of the door, Jean turned back and faced the Doctor.

"The rest of my kind shall be in this fort soon, and, Doctor, the angel is coming for you," she cackled. The Doctor's face fell as Jean ran through the open doorway.

"Get her!" ordered the Colonel. The Colonel, Dr. Reed, Cornflower, Roxanne, and Nimble chased after Jean the puppet, leaving the Doctor, Twilight, Florence, and Vincent alone in the room.

"Doctor," choked Twilight. "What did it mean by _the angel is coming for you_?"

The Doctor turned to face Twilight, Florence, and Vincent.

"It means that...we have more to worry about than a body-swapping spider," he choked.


	5. The Angel's Plan

Chapter 4: The Angel's Plan

_**Outside the Laboratory Building, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The Doctor, Twilight, Florence, and Vincent made it out just as the alarm began to go off. The Colonel's voice then began to ring throughout the facility.

"We have an intruder! Look for the unicorn called Jean Locke! She has been killed and her body is now being used as the host for an extremely dangerous creature. Get her into custody or, if capturing her fails, kill her!" he ordered.

"Florence! Vincent! Do you know where the source for the protective barrier is?" asked the Doctor.

"Yes," said Vincent. "It's in the basement of the fort. We can access it through the library."

"Right! Let's go!"

_**Library, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The library was dark and quiet. Florence tried to turn on the lights but they refused to turn on. Twilight and Vincent lit their horns up to create some form of light source. Twilight normally liked being in libraries but the current situation made goosebumps flow through her body.

"Where's the entrance?" asked the Doctor.

"It should be towards the back," Florence replied.

"Okay. Everypony be careful. Jean could be hiding in here and, from what I've seen, she's not a pony to trifle with. Also, if any of you see a statue with wings...don't take your eyes off of it."

"What do you mean?" asked Twilight.

"I mean don't take your eyes off of it. Don't look away. Don't blink. Just keep your eyes on the statue if you see it."

"Okay. Sounds simple enough," said Vincent. The four ponies then began their trek into the dark depths of the library.

It was certainly spooky. The towering shelves of books looked like giant hungry monsters in the darkness. Twilight kept looking around and far off creaks, groans, and footsteps echoed throughout the building. They eventually made it to the back of the library where a door leading down to the basement stood. Florence was quick to unlock the door with her set of keys. The door flung open revealing a dark staircase.

"After you, Florence," said the Doctor.

"Doctor!" cried Vincent. The Doctor, Twilight, and Florence turned towards Vincent to see that he was staring at something. They looked down the aisle and at the very end there stood a statue. The Doctor's face fell. It was true. One of them was here. The statue had its arms reached out and its face was showing nothing but pure rage.

"Don't blink. Don't turn away!"

"What is it?" asked Twilight.

"It's called a Weeping Angel. It can't move or hurt you as long as at least one living being is looking at it."

"What do we do now?"

"Florence and I will head downstairs to protect the protective generator. Twilight! You stay here with Vincent and help him fend off that Angel!"

"Okay!"

The Doctor nodded to Florence and they headed down the stairs.

Twilight stood next to Vincent and focused on the statue.

"We should take turns," she said.

"Right," said Vincent as he turned away. Twilight kept her eyes on the statue. Just then, a bug flew past her face. She swiped at it and rubbed her eyes. When she opened them, the statue was now several feet closer. "I thought you said that you'd watch it!"

"I'm sorry! There was a bug!"

"Wait...do you hear something?"

Twilight listened carefully. She could hear footsteps reverberating throughout the library.

"Ready yourself, Vincent. I think we have extra company."

Then she arrived. At the end of a separate hallway, there was Jean the puppet. She laughed as she slowly approached them.

"It seems that the Angel has finally found you," she laughed.

"What do you and the Angel want?" snapped Twilight.

"It's simple, isn't it? The protective barrier stops my people from invading this fort. However, the Angel has the ability to get through the barrier. Weeping Angels turn to stone when seen by any living being...except a living being that's a member of my people. The Angel is who brought me through the barrier."

"Why can't it freeze when your people see it?"

"Why indeed. I think it's because one member of my people touched it as soon as it appeared in our world through the rift in time and space. We made a deal with the Angel. It agreed to destroy the protective barrier for us...if we helped attract the attention of the Doctor."

"What? How would the Angel know that the Doctor would even come here?"

"The Doctor always comes when there's trouble. Whether he comes intentionally or unintentionally matters not. The point is that the Doctor is finally here and our deal can finally be completed. Here's what's going to happen. I'm going to kill you two, the Angel's going to head downstairs, the Angel's going to kill the Doctor and shut off the barrier, and my people are going to invade this fort."

"Just try to get past us!" said Vincent.

"If you insist."

Jean proceeded to charge at the duo at lightning speed. She jumped into the air and flew towards them. Twilight aimed her horn and shot a blast of magic at Jean. Jean was knocked out of the air and into a nearby table. It didn't take long for her to recover though.

"I'll take care of Jean. You watch that Angel!" Vincent ordered. Twilight nodded and Vincent launched himself at the pony puppet. Twilight turned her attention back to the statue to see that it had jumped forward another few feet.

_**The Basement, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The Doctor and Florence raced down the long staircase until they reached the very bottom. The basement was a large, vast layout of tunnels, rooms, and labs beneath the fort. It was a practical maze.

"So where's the barrier generator?" asked the Doctor.

"It's just down this nearby hallway," said Florence. They turned towards the hallway Florence was referring to and ran down it. The sound of their anxious footsteps echoed through the tunnel as they ran. "You know, I've read countless stories about you."

"A friend of mine told me that some of those stories are completely fictional."

"Well obviously. I mean the main writer was _the Great and Powerful Trixie_ so that's a clear sign."

"Who is this Trixie?"

"I think Ms. Sparkle can tell you more about her than I could."

"She's already got to tell me about Discord but she won't tell me any more until I tell her about the Time Lords."

"Ah. The Time Lords. I remember reading a story about them. I'm sorry for your loss."

"Yeah. I am too."

They soon came to a fork in the road. One of the hallways was pretty short and it led towards a large brown door.

"That should be it," said Florence. The Doctor nodded and they quickly ran for the door.

_**Library, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The possessed Jean was proving herself as an extremely formidable opponent. Vincent found himself pushing his body to the limit as he dodged every single one of Jean's attacks. Twilight was having trouble watching the Angel. Her eyes were drying up and she found herself having to blink every minute or so. Each time she blinked the Angel would move four to five feet closer.

"Why won't you just die?" snapped Jean as she tossed Vincent into a nearby wall. The pony then charged at Twilight and Twilight turned away from the Angel to face the oncoming Jean. Vincent hit her with a bolt of magic which knocked her down into the basement. Twilight turned back to the Angel to see that it was now towering over her. Vincent helped Twilight up and pushed her towards the door, while keeping his eyes on the Angel.

"We can't let Jean stop the Doctor or Florence from protecting the barrier! Go after Jean. I'll handle the Angel," he said.

"Vincent!" cried Twilight.

"Just go!"

Twilight turned back to Vincent one last time and shut the door behind her. Vincent leaned against the door and found himself literally pinned in-between a rock and a hard place.


	6. Florence's Choice

Chapter 5: Florence's Choice

_**The Barrier Room, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The Doctor was quick to lock the door as he and Florence turned to face the source of the protective barrier. It was a large cylindrical device that looked a lot like the Cure. It stretched from the ceiling to the floor, had a fat midsection, and had a fair amount of labeled buttons and switches. The Doctor ran up to it and began examining it.

"How are we supposed to stop Jean and the Angel by just protecting this?" asked Florence.

"Let me answer your question with a question," the Doctor replied. "Does this barrier have the ability to produce a secondary barrier?"

"Yes if you give it enough power."

"Can it also...cause damage to those it's meant to repel?"

"If it's turned up to maximum power then, yes, it could cause damage."

"Okay. Give me some time and I should be able to use this barrier to rid the fort of our unwanted invaders."

The locked door then began to shake. Florence ran up to it and held the doors and locks together with her hooves.

"Open up, Doctor!" cackled the voice of Jean the puppet. "The Angel is coming! We are coming!"

"I hope the amount of time you need is small!" breathed Florence as she attempted to hold the doors together.

_**The Basement, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

Twilight was tired but she couldn't rest. There was a Weeping Angel behind her and a body-swapping monster ahead of her. She couldn't let either of them reach the Doctor, Florence, and the source of the protective barrier. She soon came to a fork in the road the connected four long, dark hallways. Twilight turned left and eventually came to a dead end with a locked door.

"Where are you, Doctor?" she breathed. She turned around and jumped. The Angel was there, standing at the end of the hallway. "Vincent." A tear rolled down her face. The Angel's face was curved into a horrible smile and its arms were reaching out towards Twilight. Twilight couldn't help but blink as another tear formed in her eye. She opened her eyes to see that the Angel had moved another few feet. There was something different about the Angel. Instead of reaching its arms towards Twilight, its arms were pointing up at the ceiling. "What is it pointing-"

The light began to flicker. Twilight's face fell. The light turned off and then back on. The Angel was a few feet closer. Twilight began to panic. She turned towards the locked door and began to pound on it. The light continued to flicker and the Angel continued to move closer.

"Guess this would be a good time to try that unlocking spell," she breathed. She aimed her horn at the lock and fired. A golden light enveloped around the lock and the door opened. Twilight took one last look at the Angel. It was almost towering above her. Twilight ran through the door and closed it behind her. As Twilight backed away from the door, the Angel proceeded to start smashing at the wooden barrier. Twilight turned and ran down the hallway. It led to a small laboratory that was home to little more than a desk and a few chairs. "What is it with laboratories being underground?"

This was no time to ponder pointless questions. The Angel was coming and it wouldn't be long before it found her. She began looking all over the room for some way to get out. There had to be something. A crawlspace. A secret passage. A fire escape. Anything to get her out of there. She could hear the door being torn apart down the hallway. It wouldn't be long now. Then she found it. It was a small opening underneath the desk. It was just big enough for Twilight to crawl through. Sure it would be cramped but at least the Angel wouldn't be able to follow Twilight any further.

"Here goes nothing," she uttered. She crawled under the table and entered the crawlspace. She could hear the door breaking off of its hinges. She quickened her pace. She was soon several yards into the crawlspace. Twilight felt safe from the Angel but now she faced a new problem. This crawlspace could lead anywhere. It could lead to the furnace. It could lead to the surface. It could lead to nowhere. But she had no choice other than to continue. She crawled and crawled for several more minutes until she bumped her head on something. She was at the end of the crawlspace. Her heart sank. "Oh no!"

There before her was a large metal wall. She was trapped underground. There was only one thing to do now. She proceeded to bang on the wall. She didn't care who answered it. All she wanted now was to get out of that cramped tomb.

"Help!" she cried. "Somepony get me out of here! Help!"

Then she heard it. The sound of footsteps quickly approaching the other side of the wall. Was this her savior or her executioner? She held her breath as the wall slowly began to move.

_**The Barrier Room, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

Florence had managed to get a good hold on the doors but she wouldn't be able to prevent Jean from getting in much longer.

"Could you hurry up a bit there, Doctor?" asked Florence as the doors began to creak open.

"I'm going as fast as I can!" replied the Doctor as he continued to fiddle with some of the wires and hardware in the barrier source.

"Well please make it faster!"

"Open up, Florence! Open up and maybe, just maybe, I'll let you live a little bit longer!" cackled Jean.

"Not on your life!"

"What is it with all of the psychopaths recently?" the Doctor asked as he placed a set of altered wires back into the device. Florence couldn't hold on anymore. Jean was too powerful. The doors flung open and Florence flew across the room. The Doctor wanted to help her but he couldn't. He had to protect the device from Jean. Jean strolled into the room and laughed again.

"I'm sorry. Did I come in at a bad time?" Jean teased.

"Actually yes. Could you come back at a later time?"

"That's not going to happen."

Jean approached the device and came to a stop. She looked at the Doctor to see that he was almost completely ignoring her.

"You know, it's very rude to ignore a guest," she said with a smile.

"I'm not threatened by you, _Jean_. I know that you can't touch the device or else you'll burn up. That's why you needed the Angel to destroy it as well as get you through the barrier," said the Doctor.

"Very good. You are as smart as it said you were."

"Well at least I now know that the Angel has told you and your people good things about me."

"And you're probably confident because I can't touch you as long as you're touching the device."

"Pretty much."

"Well...I may not be able to touch you or the device, but I _can_ touch Ms. Pipe over here."

Florence's eyes widened as she stood up. Jean looked at her and began to walk towards her.

"Stay back!" Florence ordered.

"Come on, Florence. Don't you want to play?" Jean teased.

"Not really!"

"Well, tough!"

Jean flung herself at Florence. Florence dodged the attack and ran to the other side of the room. She tried to touch the device but Jean got in her way. The unicorn grabbed her, spun her around in the air, and tossed her into a nearby wall.

"Just keep her entertained, Florence!" said the Doctor. Florence got up and rubbed a bruise on her right foreleg.

"Sure. No problem at all," she groaned as Jean pounced at her once more.

_**The Basement, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The wall slid open and Twilight held her breath. A gruff pony a little bit older than her reached into the crawlspace and pulled her out. Twilight got back on her hooves and shook her head. She faced her savior to see that it was none other than Vincent. Her jaw dropped. It was definitely Vincent but he looked different. He had a small beard growing on his chin, his mane was wild and strewn, his body was dirty, and one of his hind legs was covered in bandages.

"Vincent...I thought the Angel killed you," she breathed.

"Nope. Weeping Angels don't always kill you. Most of the time they send you into the past to feed off of your potential energy," replied the gruff Vincent.

"Wait! You went into the past? How do you know more about Weeping Angels? What happened to you there? How long were you there? How did you get back?"

"You'll find out the answers to all of those questions in due time. Though, your last question can be answered if you turn around."

Twilight turned around to see the TARDIS standing a few feet away. The door was open and a mare was standing in the doorway. Twilight's eyes widened even more at the realization that the mare was herself! Except, this Twilight was definitely older. Her mane was longer, her body structure was somewhat bigger and taller, and she had the face of an extremely mature mare.

"H...how?"

"Time is complicated," replied Twilight the elder. "Remember?" Twilight the younger nodded her head. "Good. Well we better be leaving. You two have a fort to save."

"Thanks for the ride!" called Vincent.

"No problem!" called the voice of the Doctor from within the TARDIS. Twilight the elder smiled, nodded to Twilight the younger, and retreated back into the box. The doors shut and the TARDIS slowly disappeared back into the stream of time.

"That...was...interesting," Twilight stuttered. Vincent laughed and patted her on the shoulder.

"Come on," said Vincent. "We still have a fort to rescue."

Twilight nodded and the two ponies ran down the nearby hallway.

_**The Barrier Room, Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

Florence couldn't take it anymore. Jean was too powerful.

"Doctor!" cried Florence.

"Just a little bit longer!" cried the Doctor. The Doctor finally placed the last set of mended wires back into the device. "Ready!"

"No you don't!" Jean snapped. She picked Florence up and threw her at the Doctor. The Doctor had no time to dodge and soon found himself flying into an opposite wall with Florence. The Doctor stood up and regained his balance just in time to see that the Angel was now standing in the doorway. "Let's take care of those useless lights."

Jean's horn began glow dimly and the main light in the room slowly began to go out. The Doctor ran towards the device but Jean took him out with a blast of magic. Then the light went out.

"No!" cried Florence. Suddenly there was another flash of light within the darkness and the main light came back on. The Angel was now a few inches from the device and Jean was laying down on the ground. The Doctor and Florence turned towards the doorway to see Twilight and Vincent standing there. Vincent had taken Jean out with an extremely effective magic blast from his horn. "Vincent! What...what in the name of Celestia happened to you?"

"It's a long story," replied Vincent as he ran over to the weakened Jean and pinned her to the ground.

"Doctor," said Twilight. "Whatever you have planned, do it now!"

Jean slowly awakened and began struggling against Vincent, though he was proving himself to be as strong, if not stronger, than she was. The Doctor and Florence ran over to the device and the Doctor flipped a blue switch. The device emitted a light blue shield that began expanding from the exterior of the device. The Angel turned into a pile of dust as soon as the barrier hit it. The barrier touched Jean and she screamed in anger. Jean then became lifeless as the barrier fell over her.

"You altered it to kill only Weeping Angels and those body-swapping creatures!" exclaimed Twilight.

"Exactly!" said the Doctor as he reached to turn the device off. Florence pushed the Doctor aside and increased the barrier's power, causing the shield to extend faster. "What are you doing? We've saved the fort from Jean and the Angel!"

"Don't you see, Doctor? There are more creatures like the one that killed Davis and Jean. I'm giving this fort life insurance," said Florence as she brought the shield to maximum power.

"Genocide is not the way to go!"

"Yes it is with creatures like that! Why are you defending them? Why would you protect a species that evil?"

"Because I've committed genocide myself!"

"What?" asked Florence.

"Are you talking about the Daleks?" Twilight asked.

"Yes," said the Doctor.

"Why is that bad? They were an evil species!" Florence exclaimed.

"Sure they were evil...but you know what happened as a result. You told me earlier that you knew."

"Yes. The extermination of the Time Lords."

Everypony in the room fell silent. The Doctor's head fell down but he quickly picked it up again.

"The Daleks were evil and they deserved extermination. But committing genocide on any creature, no matter how evil, makes you no better than them. I only result to killing an enemy if there's no other alternative and if it's the only way to protect those in trouble. We've saved the fort and all of its inhabitants. The barrier is still up, the monster inside Jean and the Weeping Angel are dead, and we're all safe. Turn the barrier off, Florence. Killing their entire species makes you as evil as them. Do you really want to become like them?"

Florence was silent. She couldn't respond. She raised her head and sighed. Her eyes closed and she slowly pulled the blue lever back up. The blue barrier disappeared and Florence fell to the ground. She cupped her head in her hooves and began to cry. Vincent walked over to her and cradled the emotionally troubled scientist in his arms. Twilight then ran over to the Doctor and gave him a big hug. The Doctor was startled by the surprise hug but he returned the favor. Twilight let go and took a few steps back. The danger had passed.


	7. The Previous Companion

Chapter 6: The Previous Companion

_**Don Pass, Outskirts of Fort Rice, The Forest of Shadows, Eugora, Autumn, 1899 C.E.**_

The soothing morning light glistened through the trees as a jeep containing the Doctor, Twilight, Florence, and Vincent rolled down the gravel road. There were several bags and suitcases loaded into the back compartment.

"I'm certainly glad that all of those sick ponies were healed," said Twilight.

"Well it wasn't really a real illness. That body-swapping creature apparently also had the ability to make others around it give off the appearance of being sick," said Florence.

"That sure came in handy for it. It probably only did that to cause confusion amongst us," said Vincent.

"Well it's gone now and that fort shouldn't have to worry about an unexpected invasion for a while now," said the Doctor.

"So what are you two going to do now?" Twilight asked.

"We're going to be attending Davis and Jean's funerals in a couple days," Florence replied sadly. "They're going to be buried in the cemetery near town."

"I'm sorry about you losing your colleagues."

"Yeah. I knew both of them well and they were really good ponies. It's just unfortunate that they had to be the ones to die."

"At least they were the _only_ ones to die. Things could have gone so much worse," said Vincent.

"Then what are you two going to do after the funerals?" the Doctor asked. Florence and Vincent turned towards each other and smiled.

"We're going to head back to Gaia. I think the two of us have had enough of Eugora to last a lifetime."

"That's good. Going to try and make a fresh start?"

"Exactly."

"Well I wish you two the best of luck."

"Thank you, Doctor," said Florence. The jeep came to a halt next to the familiar blue box and the Doctor and Twilight stepped out of the vehicle.

"So...when exactly are we going to run across you again, Vincent?" Twilight asked.

"Sorry. Your older self told me to not tell you about anything that happened...or will happen," Vincent replied.

"No hints or sneak peeks?"

"Nope. Sorry."

Twilight rolled her eyes and chuckled.

"I hope you come back and visit us again someday," said Florence.

"More ponies to visit?! I already have enough places to go!" teased the Doctor. "I'll see what my schedule looks like."

Florence and Vincent laughed as Vincent started up the jeep. The Doctor and Twilight waved goodbye to the two ponies as they drove away into the depths of the forest. They then turned around and walked into the TARDIS.

"It looks like she's been healing a bit while we were gone," said the Doctor as he approached the control console.

"That's good. Do you have control over it...uh...her yet?" Twilight asked.

"Not yet. She's still stuck on random."

"Please try and get us to a place without sadistic clones, body-swapping crab spiders, or killer statues!"

"I'll try my best."

The Doctor tapped one of the screens on the control console and a face popped up. It was the picture of a woman.

"Doctor? Who's that?" Twilight asked. The Doctor turned around and was startled by the surprise picture.

"Oh...that's a human being," he replied.

"I kind of guessed that due to the fact that she resembles the same body structure as the Weeping Angel, which you stated as being humanoid."

"Good for you! You're picking up!"

"Who is she, Doctor?"

The Doctor sighed and sat down next to the console. Twilight walked up to him and sat down next to him.

"Her name's Donna Noble," he replied. Twilight looked up at the picture. She had a kind face, nice flowing red hair, and a pair of sharp eyes. "She used to travel around with me. In fact, she was the person I traveled around with before I came to your dimension."

"She looks nice."

"Yeah...she was nice."

"What happened to her? I mean, why did she leave?"

"I didn't want her to go...but she had to."

"Why?"

"She absorbed Time Lord knowledge."

"Huh?"

"It's a long and complicated story that I'll save for a rainy day but the point is that no species should have Time Lord knowledge in their brains. Their brains can't handle it. Her mind was going to burn. The only way I could save her life was...was to erase every single memory of our time together from her mind."

Twilight fell silent. The Doctor's head fell.

"She...she doesn't remember you?"

"She can't remember me. If she were to remember me, even for a second, her mind would literally burn."

"I'm...I'm sorry, Doctor."

"Well at least she's happy now. She has a caring husband, a wonderful mother and grandfather to look after her, and she recently got her hands on a small fortune so her future is set."

"She may be happy but you're not."

"I'm happy for her wonderful new life but I'm sad about the one she forgot."

"Doctor...you've spent a lot of your life alone haven't you?"

"There have been points in my life where I've found myself touring the universe by myself."

"You don't like being alone...do you?"

"I...well...to be honest...not really."

"Once we get back to my time...would you want...to stick around...for a little bit?"

"Huh?"

"Just stick around for a little bit. Explore the town, meet my friends, and take a breather. You definitely look like the type of pony who has traveled around a lot in his life. Have you ever just stopped and...rested for a while?"

"I used to but I don't really stay in one place for very long."

"Would you be willing to try it?"

"Well...I guess. At least I know that I won't be alone again for a long time. It seems the two of us are going to be stuck together for a while, Twilight Sparkle."

Twilight chuckled and leaned into the Doctor. The Doctor smiled and wrapped one of his forelegs around her.

"I don't mind that fact at all," she said. The Doctor looked down at her and then back up at the picture of Donna. He tapped the console again and the picture disappeared.

"Yeah," he breathed. "I don't mind that fact either."

To be continued...


End file.
